Glossary

D.o.o. (družba z omejeno odgovornostjo, limited liability company)

This text was generated by AI and has not been reviewed by an editor. Every figure shows its law and source. Confirm the conditions for your case at a consultation before deciding.

In short

A družba z omejeno odgovornostjo (d.o.o.) is a Slovenian limited liability company: its members are not personally liable for its debts. Any natural or legal person can be a founder, foreigners included; the minimum share capital is €7,500. The company itself gives no residence permit: an owner who runs it needs a single permit as its director.

Key figures

Who can found one
one or more natural or legal persons, foreigners included; no more than 50 members, more only with the economy minister's approvalLegal basis: ZGD-1, 3. in 473. člen · as of 10 October 2026 · source
Liability
members are not liable for the company's obligations, the company is liable with all its assetsLegal basis: ZGD-1, 7. in 472. člen · as of 10 October 2026 · source
Minimum share capital
€7,500Legal basis: ZGD-1, 475. člen · as of 10 October 2026 · source
Registration
free on the SPOT portal or at a SPOT point under the simple procedure; at a notary under the notarial tariffa notary is required for contributions in kind, for a non-standard memorandum and for a branch of a foreign companyLegal basis: ZGD-1, 474. člen · as of 10 October 2026 · source
Fully online
only for a single-member d.o.o.: a natural person with an EMŠO and a qualified digital certificate who will be the sole director and pays the whole capital in cash beforehandas of 10 October 2026 · source
Registration time
about 4 days on average after filing with the court; the company's tax number arrives with the registration decisionthe bank's proof of the capital payment must reach the SPOT point within 15 days of filing, otherwise the application is deletedas of 10 October 2026 · source
Certificates from a foreign founder
a criminal record certificate and a certificate of no tax debts from the country of residence, no older than 60 daysrequired from a founder, member or sole trader without Slovenian citizenship or permanent residence in Slovenia when the registers do not exchange dataLegal basis: ZGD-1, 10.a člen · as of 10 October 2026 · source
Branch and subsidiary
a branch (podružnica) of a foreign company is not a legal person and has no share capital; a subsidiary is founded as an ordinary d.o.o. with a legal person as founderLegal basis: ZGD-1, 31. in 676. člen · as of 10 October 2026 · source
Founder who is not a director
no ZRSZ consent is needed for this role, but residence in Slovenia must rest on another basisLegal basis: ZZSDT, 5. člen · as of 10 October 2026 · source
Director of own d.o.o.: permit renewal conditions
the company actively operates (at least one full-time insured employee for the past 6 months, or business inflows of at least €10,000 in each of those months), files payroll tax returns and has no overdue tax debts, the director is entered in the register and has a signed employment contractZZSDT sets no separate salary floor for a director, but a full-time employment contract cannot pay less than the minimum wage (ZMinP). For a first permit in a company younger than 6 months, an investment of at least €50,000 replaces the operating condition. The upravna enota also checks the general ZTuj-2 conditionsLegal basis: ZZSDT, 27. člen · as of 10 October 2026 · source
Corporate income tax
22% (a temporary rate for 2024-2028)the standard rate in ZDDPO-2 is 19%; the 2023 flood recovery act (ZORZFS) raised it by 3 percentage points for the tax years 2024-2028Legal basis: ZORZFS, 64. člen; ZDDPO-2, 60. člen · as of 10 October 2026 · source

Key rules

  • Founders: one or more natural or legal persons, foreigners included; no more than 50 members, more only with the economy minister's approval.
  • Liability: members are not liable for the company's obligations, the company is liable with all its assets.
  • Share capital (osnovni kapital): at least €7,500.
  • The company becomes a legal person only on entry in the court register (sodni register). It is run by a poslovodja (director).
  • A foreign company can open a subsidiary d.o.o. or a branch: a branch (podružnica) of a foreign company is not a legal person and has no share capital; a subsidiary is founded as an ordinary d.o.o. with a legal person as founder.

How to register

  • Where: free on the SPOT portal or at a SPOT point under the simple procedure; at a notary under the notarial tariff.
  • Fully online via the SPOT portal is possible only for a single-member d.o.o.: a natural person with an EMŠO and a qualified digital certificate who will be the sole director and pays the whole capital in cash beforehand.
  • An individual founder needs an identity document and a davčna številka (tax number) or EMŠO; if the premises are not yours, the owner's certified consent to the business address.
  • From a foreign founder: a criminal record certificate and a certificate of no tax debts from the country of residence, no older than 60 days.
  • Time: about 4 days on average after filing with the court; the company's tax number arrives with the registration decision.

A d.o.o. and residence

Registering a company gives no right to live in Slovenia. If you are only a founder: no ZRSZ consent is needed for this role, but residence in Slovenia must rest on another basis.

An owner who runs the company in Slovenia usually gets a single permit as a zastopnik (company representative). ZRSZ conditions: the company actively operates (at least one full-time insured employee for the past 6 months, or business inflows of at least €10,000 in each of those months), files payroll tax returns and has no overdue tax debts, the director is entered in the register and has a signed employment contract.

Corporate income tax: 22% (a temporary rate for 2024-2028). Profit paid out to members is also subject to tax on dividends.

Frequently asked questions

Can a foreigner set up a d.o.o. in Slovenia?

Yes, any natural or legal person can be a founder, including non-EU nationals. You need a Slovenian tax number, and a foreigner without permanent residence in Slovenia also needs certificates from home: a criminal record certificate and a certificate of no tax debts from the country of residence, no older than 60 days.

Does a d.o.o. give a right to a residence permit in Slovenia?

Not by itself. An owner who runs the company needs a single permit as its representative, and the company must meet the ZZSDT conditions: the company actively operates (at least one full-time insured employee for the past 6 months, or business inflows of at least €10,000 in each of those months), files payroll tax returns and has no overdue tax debts, the director is entered in the register and has a signed employment contract.

How much does registering a d.o.o. cost and how long does it take?

Registration: free on the SPOT portal or at a SPOT point under the simple procedure; at a notary under the notarial tariff. Time: about 4 days on average after filing with the court; the company's tax number arrives with the registration decision. The share capital is paid in separately, at least €7,500.

This text was generated by AI and has not been reviewed by an editor.

Updated: 10 October 2026

General information, not individual legal advice. Rules and amounts change: confirm the exact conditions for your case at a consultation.

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